Terms Of Use

FLIPGIVE TERMS OF USE

Last revised on July 3, 2019.

BY ACCESSING THIS WEBSITE OR BY CLICKING ON “I AGREE”, YOU ARE AGREEING TO THESE TERMS OF USE, INCLUDING THE PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS OF USE, IMMEDIATELY STOP ACCESSING THE FLIPGIVE PLATFORM AND DO NOT USE ANY OF THE SERVICES (DEFINED BELOW).

Welcome to FlipGive.com, provided by FlipGive Inc. (“FlipGive” or “us”, “our” or “we”). In order to use our website, including www.flipgive.com, all related pages, portals, API integrations, subdomains and widgets that may be hosted on third party websites (collectively, the “FlipGive Platform”), or our associated services (“Service” or “Services”), including the FlipGive Platform, mobile applications and browser extension you must agree to our Terms of Use which set out the legally binding terms and conditions for your use of the Services, including, without limitation, visiting or browsing the FlipGive Platform or contributing content, information or other materials or services associated with the FlipGive Platform.

We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Use at any time without notice. If we do any of the foregoing, we will post the changes to these Terms of Use and the date on which the Terms of Use were last modified. It is your responsibility to check the Terms of Use periodically for changes. You can review the most current version of the Terms of Use at any time at flipgive.com/pages/terms-of-use. Your continued use of the Services and access to the FlipGive Platform following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

THESE TERMS OF USE CONTAIN VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CERTAIN EXCLUSIONS AND LIMITATIONS, INCLUDING THE FOLLOWING:

• DISCLAIMERS

• LIABILITY LIMITATIONS AND EXCLUSIONS

• AN INDEMNITY FROM YOU

• A FORUM SELECTION CLAUSE

• A WAIVER OF CLASS ACTION DISPUTES CLAUSE

SUMMARY OF SERVICES

FlipGive is an innovative online shopping platform that enables fundraisers (“Team Members”) to use the FlipGive Platform and our associated Services to earn cash to benefit causes they care about. Team Members do this by encouraging others (“Buyers”) to support their Fundraising Campaign (the “Team”) by taking one or more fundraising actions (each, a “Fundraising Action”). A Fundraising Action is one or more activities taken on the FlipGive Platform, or by following specific links from the FlipGive Platform, in support of Teams. Examples of Fundraising Actions include, but are not limited to, encouraging Buyers to purchase electronic vouchers, gift cards, coupons, gift certificates and other electronic certificates (collectively, “Vouchers") that can be redeemed for goods and services offered by participating companies (“Merchants”) where a percentage of the sale proceeds will go to the Team; referring Buyers to make purchases through the Merchant’s shopping site (“Shopping”) where a percentage of the sale proceeds will go to the Team; and encouraging Buyers to make a monetary donation in support of the Team.

The purpose of these Services is to support organizations and individuals who want to improve the lives of people in their communities (the “Purpose”). Examples of Services include enabling Owners “Fundraisers” to start Teams with a Merchant and to promote the sale of a selected Voucher to Buyers or to solicit donations via customized content (“Content”) on the FlipGive Platform. Team Members, Buyers and other partners (collectively, “Users” or “you”) will be able to contribute to the Content by posting comments and by submitting materials to us to include in the Content.

PRIVACY

These Terms of Use incorporate by reference our Privacy Policy, available at flipgive.com/pages/privacy that governs the collection and use of all personal information of Users. Except where specifically indicated, we do not knowingly collect any personal information of persons under 16 years of age.

AVAILABILITY OF SERVICES

The Services are offered to Users subject to acceptance of all of the terms and conditions contained in these Terms of Use and any additional terms applicable to certain uses of the Services, such as the terms applicable to Merchants, all of which are incorporated by reference into these Terms of Use.

The Services are only available to (i) individuals of legal age in their home jurisdiction to form a binding contract with FlipGive or, if not of legal age, who have consent from their parent/guardian; and (ii) individuals and organizations that otherwise have the authority to create a legally binding agreement.

FlipGive is concerned about the safety and privacy of all its Users, particularly children. For this reason, parents or guardians who wish to allow their children access to the Services should supervise their access to the Services. Notwithstanding anything to the contrary contained in these Terms or on the FlipGive Platform, children under the age of 16 years are not permitted to use the FlipGive Platform or use the Services. Users between the ages of 16 years and 18 years require parental consent to use the services.

Unless expressly stated otherwise, in relation to a particular Merchant or Team, individuals under 16 years of age may not register on the FlipGive Platform with their own personal information (e.g., name, date of birth, physical or email address or other contact information, etc.). In order to be a Team Member or Buyer, post content, make donations or otherwise provide us with any personal information.

MODIFICATION OF SERVICES

FlipGive reserves the right to modify or discontinue the Services (or any part thereof) at any time with or without notice. In addition to and without limiting the disclaimers in these Terms of Use below, we make no representation or warranty that particular Content will be available (or will continue to be available) at any particular time, or that you will be able to access the FlipGive Platform or the Service, and we are under no obligation to undergo any update of the FlipGive Platform to the extent any material, Content or features contained therein or related thereto is out of date.

OWNERSHIP OF THE FLIPGIVE PLATFORM

The FlipGive Services and Platform, as well as the infrastructure used to provide them,are proprietary and belong to FlipGive, the Merchants and other Users and partners as applicable. The FlipGive Platform, Services and Content are protected by copyrights, trademarks, patents, services marks, international treaties, and other proprietary rights and laws of Canada and other countries. As a visitor to the FlipGive Platform, you are granted a nonexclusive, nontransferable, revocable, limited license to access and use the FlipGive Platform and Content (and any updates thereto) in accordance with these Terms of Use. We may terminate this license, or change, suspend or discontinue any aspect of the FlipGive Platform or Services at any time for any reason. You agree not to modify, copy, distribute, transmit, display, reproduce, publish, create derivative works from, transfer or sell any information, software, products or services obtained from or through the FlipGive Platform or Services except in accordance with the proper use of the Services as described in these Terms of Use. The license conferred herein terminates automatically upon any unauthorized use.

TRANSMISSION OF INFORMATION

Because we do not control the security of the Internet or other networks you use to access the FlipGive Platform or communicate with us, FlipGive, the Merchants and other Users cannot be, and are not responsible for, the security of information that you choose to communicate on the FlipGive Platform while it is being transmitted. FlipGive, the Merchants and other Users are not responsible for any data lost during transmission.

USER GENERATED CONTENT

You understand that all materials, including without limitation, Content, information, data, text, software, music, sound, photographs, graphics, video, and email messages or other kinds of messages that Users post or otherwise make available on the FlipGive Platform ("Submissions") are the sole responsibility of the person from which such Content originated. This means that you, and not FlipGive the Merchants and other Users, are entirely responsible for all Submissions that you post.

By posting Submissions on or through the FlipGive Platform, you grant FlipGive a royalty-free, perpetual, irrevocable, sub licensable, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display the Submissions alone or as part of other works in any form, media, or technology whether now known or hereafter developed without territorial or time limitations, and to sublicense such rights through multiple tiers of sublicenses. Your license of any Submissions submitted above extends to use for promotions, advertising, market research or any other lawful purpose, without limitation. You warrant that any moral rights in your Submissions have been waived. Further, by posting Submissions on or through the FlipGive Platform, you warrant the Submissions are your original works or that the owner of such works has expressly granted to FlipGive a perpetual, worldwide, royalty-free irrevocable, non-exclusive license for said works with all of the rights granted by you herein and that the Submissions do not violate and will not violate applicable law or the rights of any third party including any right of publicity, right of privacy, copyright, patent, trademark or other intellectual property right or any proprietary right. By posting Submissions on or through the FlipGive Platform, you acknowledge and agree that FlipGive may create on its own ideas that may be, or may obtain Submissions that may be, similar or identical to Postings you submit. You agree that you shall have no recourse against FlipGive for any alleged or actual infringement or misappropriation of any proprietary or other right in or related to the Submissions you provide to FlipGive.

FlipGive, the Merchants and other Users do not pre-screen Submissions and, as such, do not guarantee the accuracy, integrity or quality of such Submissions. You understand that by using the Service, you may be exposed to Submissions that are offensive or objectionable. Under no circumstances will FlipGive, the Merchants and other Users be liable in any way for any Submissions or for any loss or damage of any kind incurred as a result of the use of or reliance upon any Submissions. You also understand that all Submissions are public and not private.

Notices to FlipGive regarding any alleged copyright infringement should be directed to FlipGive via email at: [email protected] Please include in your notice a detailed description of the alleged infringement.

FlipGive reserves the right to remove any Submission that allegedly infringes another party’s copyright. FlipGive will terminate, in appropriate circumstances, Users who are repeat infringers of another party’s copyright.

With respect to infringement of copyright in the United States, FlipGive has registered an agent with the United States Copyright Office in accordance with the Digital Millennium Copyright Act, 17 U.S.C. §§ 101 et seq. (the “DMCA”), and avails itself of the protections under the DMCA.
If you believe in good faith that your work has been copied in a way that constitutes copyright infringement under applicable law, please provide us with a written notice containing the following:

a) Your name, address, telephone number, and email address;

b) A description of the copyrighted work that you claim has been infringed;

c) A description of where on the FlipGive Platform the material you claim is infringing may be found, sufficient for FlipGive to locate the material (e.g., the URL);

d) A statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or applicable law;

e) A statement by you under penalty of perjury under applicable law that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and

f) Your electronic or physical signature.

Filing a DMCA Counter-Notice to Restore Content Removed from the FlipGive Platform: If you believe that your Submission has been removed by mistake or misidentification, please provide FlipGive with a written counter-notification containing the following information:

a) Your name, address, telephone number, and email address;

b) A description of the material that was removed;

c) A description of where on the FlipGive Platform the material that was removed previously appeared (e.g., URL);

d) A statement that you have a good faith believe that the material was removed or disabled as a result of a mistake or misidentification;

e) A statement by you under penalty of perjury under applicable law that the information in your counter-notice is accurate;

f) A statement that you consent to the jurisdiction of the U.S. District Court for the judicial district in which your address is located, or if your address is outside of the United States, the Southern District of New York, and that you will accept service of process from the person who filed the original DMCA notice or an agent of that person; and

g) Your electronic or physical signature.

TRADEMARKS

You agree not to display or use in any manner any trademark, services mark, logo, trade dress, slogan, or other brand features, either registered under the laws of Canada, the United States, or any other country or jurisdiction, or unregistered and existing at common law, belonging to FlipGive (the “FlipGive Marks”) unless you obtain FlipGive's prior written permission. If you are seeking permission to use any FlipGive Marks, please contact [email protected] and applicable Team logos and trademarks are used within the FlipGive Platform and Services with the express consent of each of the Merchants and Team Members who create the Teams. Such logos and trademarks are protected by each applicable party and should not be reproduced or downloaded without prior consent from the applicable party.

If you believe in good faith that any of your registered trademarks or service marks have been copied in a way that constitutes trademark infringement under applicable law, please provide us with a written notice containing the following:

a) Your name, address, telephone number, and email address;

b) A description of the trademark you claim to be infringed, including the registration number, jurisdiction(s)in which the trademark is registered, and the categories of goods and/or services covered by the registration;

c) A description of where on the FlipGive Platform the trademark you claim is infringing may be found, sufficient for FlipGive to locate the material (e.g., the URL);

d) A statement that you have a good faith belief that the use of the trademark is not authorized by the trademark owner, registration, or licensee or their respective agents, or applicable law;

e) A statement by you under penalty of perjury under applicable law that the information in your notice is accurate and that you are the trademark registrant or licensee or authorized to act on the copyright owner’s behalf; and

f) Your electronic or physical signature.

If we remove your Content because of a trademark infringement report, you will receive a notification from us that includes the name and email of the rights holder who made the report and/or the details of the report. If you believe the content should not have been removed, you can follow up with the rights holder directly to try to resolve the issue. FlipGive does not provide a counter-notice or appeal mechanisms for claims of trademark infringement, and disclaims any liability for claims you might make regarding mistaken or misidentified trademark infringement notice and takedown requests.

USER CONDUCT

The FlipGive platform is private property. All interactions on the FlipGive platform must be lawful and must comply with these Terms of Use. To the extent that your conduct (as judged by us in our sole discretion) does not comply, including by restricting or inhibiting other Users’ enjoyment of the FlipGive platform, we may limit your use of the Services and seek other remedies.

You agree that you will only use the Services in accordance with the Purpose and will not use the Services to:

upload personal information, including photographs or contact information, of individuals who are under 18years of age without consent from their legal guardian;

falsely impersonate any person or entity, including, but not limited to, a FlipGive employee, Merchant representative, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;

forge headers or otherwise manipulate identifiers in order to disguise the origin of any Submission transmitted through the Service;

upload, post, email, transmit or otherwise make available any material that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

upload, post, email, transmit or otherwise make available any material that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any other party;

upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of illegal solicitation;

upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

intentionally or unintentionally violate any applicable local, provincial, national or international law, including, but not limited to, regulations promulgated by the Ontario Securities Commission, any rules of any national or other securities exchange, including, without limitation, the Toronto Stock Exchange, the Montreal Stock Exchange, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;

collect or provide funds, directly or indirectly, in order to carry out terrorist crimes, contribute to or facilitate the activities of a terrorist group, or instruct anyone to carry out a terrorist activity, including doing any of the foregoing in relation to a listed entity under s.83.05 of Part II.1 of the Criminal Code of Canada, export controlled or sanctioned countries, entities or persons under U.S. law, or any such similar legislation in your local jurisdiction;

collect or provide funds for a Team, directly or indirectly, for any activity outside of the purpose for which you have publicly stated you are collecting or providing the funds;

collect or provide funds, directly or indirectly, for any fraudulent activity, including, but not limited to money laundering;

stalk or otherwise harass another User;

collect or store personal data about other Users without their express consent or in connection with the prohibited conduct and activities set forth above;

attempt to override or circumvent any of the usage rules embedded into the Service;

take any action that imposes or may impose (as determined by FlipGive in its sole discretion) an unreasonable or disproportionately large load on the FlipGive platform’s infrastructure;

interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service;

bypass any measures that FlipGive may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service);

run Mail list, Listserv, or any form of auto-responder or "spam" on the Service, including use of the Service to manually “spam”;

use manual or automated software, devices, or other processes to "crawl" or "spider" the FlipGive Platform;

intentionally or unintentionally commit click fraud by using a person, automated script, or computer program to imitate legitimate use of a web browser; or

access (or attempt to access) the Service by any means other than through the interface that is provided by FlipGive, unless you have been specifically allowed to do so in a separate agreement with FlipGive.

If FlipGive suspects, at its sole discretion, that the Service has been used in any illegal manner, we reserve the right to terminate the appropriate User’s access to the FlipGive Platform and Services and to report such use and User to the relevant authorities.

OBLIGATIONS OF FUNDRAISERS AND TEAMS

Teams are subject to approval by FlipGive and/or Merchant at the sole discretion of FlipGive. Teams and their beneficiaries will be considered and approved in accordance with the FlipGive Teams & Beneficiary Approval Guidelines and, in some cases, with the approval of the participating Merchant. FlipGive and Merchant reserves the right to contact any third party listed as a recipient of the raised funds to request information that will enable FlipGive and the participating Merchant to approve and to verify the validity of the Team, and such proposed recipient of funds may decline the funds raised or proposed to be raised, and at any time thereafter, any proposed or present beneficiary of any campaign may opt-out of the receipt of future funds at any time by emailing us at [email protected]

If you are a Fundraiser, your use of the Services is subject to the following additional terms and conditions:

You must be a registered User to create a Team. You must use a valid email address to create a Team and not use an account of another User. You must use a valid email address and keep it up to date in your User settings.

As a Fundraiser, you are warranting the validity and accuracy of the Team as you have portrayed it on the FlipGive Platform and agree to in no way mislead Users as to your fundraising purpose.

If your Team supports a third party, you must provide accurate, complete and updated information on that third party.

You must provide full, complete payment information to direct FlipGive or its designees to send final payment. This may be in the form of name and address. If you are providing other payment information for a third party, you must obtain their consent to do so. You may use your personal address to collect funds on behalf of a third party, but FlipGive reserves the right to contact the third party directly to verify receipt of the payment within one month of issuance/

Beneficiaries of the funds raised must meet the requirements outlined in the FlipGive Team & Beneficiary Approval Guideline in order to be approved. In the event that your team has raised funds but your Beneficiary does not meet these guidelines, FlipGive will contact you via email with the reason for denial. You will have the opportunity to submit an alternate beneficiary for consideration. If the second Beneficiary does not meet our guidelines, and you have already raised funds, those funds will be directed to another approved team on FlipGive platform. Only when your beneficiary is approved will you be permitted to withdraw any funds raised.

EARNED REVENUE - TEAMS

(i) Revenue earned through the use of the Service to support a Team is earned revenue and represents the exact amount that will be received by the Team (“Earned Revenue”). The determination of whether a purchase made through a Merchant qualifies for Earned Revenue is at the sole discretion of FlipGive. If a Merchant fails to report a transaction to FlipGive or fails to make payment to FlipGive for any reason, FlipGive reserves the right to cancel the Earned Revenue associated with that transaction.

(ii) Earned revenue is described on each Fundraising Action.

(iii) The sum of all Earned Revenue will be displayed in the Team Owner’s “Payment” tab. This tab will also indicate when a payment has been sent to the Team beneficiary. Earned Revenue is considered to be earned when it is displayed on the Payment tab, subject to confirmation by relevant external commercial party.

(iv) En our sole discretion, we may, without notice, deduct Earned Revenue from your Team to make adjustments for returns and cancellations of purchases made at Merchants through our platform. Any such adjustments will be made in accordance with this Agreement, any applicable FlipGive policies and terms, the terms of the Merchant offer and any and all applicable laws, rules and regulations. In addition, FlipGive may make account adjustments for any Earned Revenue that FlipGive, in its sole discretion, deems as fraudulent, abusive, unethical, suspicious or otherwise inconsistent with this Agreement or any other applicable law or regulation. FlipGive decisions are final. Should you disagree with any adjustments made to your account or payments made to you, your sole remedy is to withdraw from the Service.

(v) It is your responsibility to check your Team regularly to ensure that Earned Revenue has been properly credited and that your Team balance is accurate. If you believe that Earned Revenue has not been correctly credited to your Team, you must submit a claim from your Account.

(vi) The “Goal Meter” will display the amount raised through actions in support of the Team. In some cases, the Goal Meter may be an approximation of the Earned Revenue as a result of adding to the Goal Meter as soon as a support action is taken. If a support action must be confirmed or verified at a later date, there may be a discrepancy between the Goal Meter and the Earned Revenue. In any such case, the amount shown in the Payment tab supersedes the amount shown in the Goal Meter.

(vii) From time to time, the amount displayed in the Goal Meter and/or in the Payment tab may be inaccurate as a result of error. FlipGive reserves the right to correct any such error and will not be obligated to pay out any erroneously reported earned revenue.

EARNED REVENUE - PERSONAL ACCOUNTS

You may continue to shop and earn revenue on the FlipGive platform after your Team closes. Revenue earned after your Team closes will be held in your Personal Account. Your Personal Account is for your use only. Others cannot contribute to your Personal Account either by shopping or donating.
The funds you earn on your Personal Account must be transferred to a Team of your choice in order to withdraw the funds. There is no minimum balance required to transfer funds from a Personal Account to a Team.

FLIPGIVE VERIFIED STATUS

FlipGive Verified Status (“Verified Status”) is awarded to teams on approved Clubs, Associations, Leagues, Schools, Charities and Non-Profit Groups. Those teams with beneficiaries approved in accordance with the FlipGive Teams & Beneficiary Approval Guidelines qualify for Verified Status. Once awarded Verified Status, approved members of that team will have access to exclusive merchant offers and promotions.

PAYMENT TO TEAMS

(i) Earned Revenue is paid only to Teams via check or e-check and sent to the Beneficiary selected by Fundraiser during account creation.

(ii) Earned Revenue will be paid in the relevant currency based on the chosen geographic area and based on the currency (and exchange rate then in-effect) in which the Voucher is purchased or a donation is made.

(iii) Earned Revenue will be paid to the approved Beneficiary in the expected delivery time noted on the Team Owner’s “Payments” tab.

(iv) A withdrawal processing fee of $50 is charged for all withdrawals under $100.

BUYERS

If you choose to support a Team by taking a Fundraising Action through the Services, you become a Buyer and are subject to the following obligations in addition to all other terms and conditions in these Terms of Use:

(i) All fundraising actions are at your own risk. FlipGive does not and cannot guarantee that your support will be used in accordance with any fundraising purpose prescribed by a Team Organizer. We assume no responsibility to verify whether the support is used in accordance with any applicable laws; such responsibility rests solely with the Team Organizer, as applicable. If a contribution has been made to a campaign that has been denied, does not meet our Terms of Service and or has been terminated due to inactivity, please email us at [email protected] and we will process your refund.

(ii) Purchasing online directly from participating Merchants
Purchases you make at participating Merchants through our site or using the FlipGive Max (a browser extension which allows you to earn cash on eligible purchases with participating Merchants) is a Fundraising Action that generates Earned Revenue. The amount of Earned Revenue is calculated on your net purchase amount, varies by Merchant and is subject to change. Please note that the net purchase amount excludes taxes, fees, shipping, gift-wrapping, discounts or credits, returns or cancellations, and extended warranties. Re-sale of items purchased from participating Merchants for commercial purposes is strictly prohibited.

(iii) Purchasing Vouchers online
Vouchers (which includes gift cards) you purchase through the FlipGive Platform as a User are offers that you purchase from participating Merchants through our Service that supports Teams. The Vouchers are redeemable for certain goods, services or experiences offered by, or facilitated through, the Merchant identified on the Voucher. The Merchant is solely responsible for redeeming the Voucher. The Merchant is the issuer of the Voucher and is fully responsible for all goods and services it provides to you and for any and all injuries, illnesses, damages, claims, liabilities and costs (“Losses”) it may cause you to suffer, directly or indirectly, in full or in part, whether related to the use or redemption of a voucher or not. You waive and release FlipGive and its subsidiaries, affiliates, suppliers (including Payment Card Networks (as defined below) and payment processors), partners, officers, directors, employees and agents from any Losses arising from or related to any act or omission of a Merchant in connection with your use of a Voucher or the goods or services it provides in connection therewith.

By purchasing any Voucher you agree to the Terms of Sale listed on Voucher. By purchasing, viewing a mobile version, printing, accepting, using or attempting to use any Voucher, you agree to such Terms of Sale (“Rules”) and any additional, deal specific terms advertising the Voucher at the time of purchase (collectively, the “Fine Print”, regardless of how labeled). These Rules apply to all Vouchers that we make available, unless a particular Voucher’s Fine Print states otherwise, and except as otherwise required by law. In the event of a conflict between these Rules and the Fine Print, the Fine Print will prevail.

Vouchers specify two separate values: (a) the amount paid for the Voucher and (b) the give value, which is the amount paid to the Team benefiting from the offer (the “Give Value”). For example, if you pay $20 for a Voucher that gives $8 to a Team, the Give Value is $8, the amount paid is $20.If a Merchant or venue refuses to honor any Voucher, FlipGive will refund the amount paid upon request in the original form of payment, or will credit the FlipGive account of the Buyer with an equivalent amount, in either cash or currency related to a future loyalty program less the Give Value and less any transaction fees or loss on exchange rate incurred. For example, if you pay $20 for a Voucher that gives $8 to a Team, the refund amount will be $12 less transaction fees to the Buyer.

FlipGive, the Merchants and other Users and partners will not be responsible for any lost or stolen Vouchers.

You will not directly or indirectly purchase any Vouchers for goods or services through FlipGive links for resale or commercial use (of any kind) or offer any Vouchers on your website for resale or commercial use of any kind.

(iv) Card Linking to Earn Cash Back in Stores and Restaurants

a. Sharing your Payment Information
By registering a payment card in connection with transaction monitoring, you authorize us to share your payment information with our third-party service providers (including Empyr, Inc.) and payment card networks (e.g., Visa, MasterCard, American Express) (collectively, “Payment Card Networks”). You authorize Payment Card Networks to monitor transactions on your registered card(s) to identify your purchases in order to determine whether you have qualified for or earned an offer linked to your payment card, and for Payment Card Networks to share such transaction details with Empyr and for Empyr to share such transaction details with us to enable your card-linked offer(s) and target offers that may be of interest to you (“Card Linking Program”).

You may opt-out of the Card Linking Program at any time by logging into your FlipGive account and clicking LINKED CREDIT CARDS with the MY ACCOUNT page and clicking “delete” next to the payment card. You must repeat this process for every card you wish to delete.

See our Privacy Policy to learn more about our data collection, use, and sharing practices.

b. Card Eligibility
Not all Visa, MasterCard and American Express cards are eligible for registration and not all transactions with your registered Visa, MasterCard and American Express card are tracked by Visa, MasterCard and American Express. Without limitation, Visa, MasterCard and American Express Corporate cards, Visa, MasterCard and American Express Purchasing cards, non-reloadable prepaid cards, government administered prepaid cards (including EBT cards), healthcare (including Health Savings Account (HSA) or Flexible Spending Account (FSA) or insurance prepaid cards, Visa Buxx, and Visa-branded cards whose transactions are not processed through the Visa U.S.A payment system, MasterCard payment system and/or American Express payment system are not eligible to participate in the Card Linking Program.

Purchases made with a Personal Identification Number (“PIN”) are also ineligible for rewards or offer completion through the Card Linking Program.

c. Transaction Eligibility

Not all transactions with your registered Visa, MasterCard and American Express card are tracked by Visa, MasterCard and American Express.

You acknowledge that Visa, MasterCard, and American Express may be unable to monitor every transaction made with your enrolled Visa, MasterCard, or American Express card, including PIN-based purchases, purchases you initiate through identification technology that substitutes for a PIN, payments made through other payment methods (such as a digital wallet or a third party payment app, where you may choose your Visa, MasterCard, or American Express card as a funding source but you do not present your card directly to the merchant), payments of existing balances, balance transfers, or transactions that are not processed or submitted through the Visa U.S.A., MasterCard, and American Express payment systems, and that these transactions are not eligible.

If you register a debit card, your transaction must be processed as a credit (i.e., signature) transaction to make sure the transaction can be monitored. Do not use a PIN when paying for your purchases with your enrolled card if you want the transaction to be eligible for rewards or offer completion through the Card Linking Program.

There is a $250 cashback limit per transaction.

d. Double Enrolment Restrictions

We use Empyr as our service provider to help us operate the Card Linking Program. Your payment cards may only be enrolled in one program operated by Empyr. If you have already activated a payment card with a separate program operated by Empyr, you will be unable to activate that payment card with both our Card Linking Program and the other program. You may use another payment card with FlipGive or deactivate your card with the other program.

(v) Donations
You may also be enabled to make a donation to a Team through the Services without having to purchase a Voucher or take any other Fundraising Action. For each donation, the Team will receive the amount of the donation less a transaction fee.

MEMBER ACCOUNT, PASSWORD & SECURITY

Certain features and areas of the FlipGive Platform may require you to register, create an account and become a member of the FlipGive Platform. In order to egister, you will be required to provide certain registration information (including your name, email address, a username or I.D., password, and potentially other uniquely identifying information) (collectively, “Registration Information”). You agree that the Registration Information you provide will be true, accurate, complete and current at all times. Registration Information and certain other information about you are subject to our Privacy Policy, which explains in detail the information that we collect, how we use it, and with whom we share it. You understand and agree that you are solely responsible for maintaining the confidentiality of your account including your password, and are fully responsible for all activities that occur under your account, including your password. You agree not to share your login credentials with any other person, knowingly use the name, identity, or email address of any other person to become a registered User or in connection with your use of the FlipGive Platform, use an email address or other designation that is profane, offensive, or otherwise inappropriate, or allow any third party to use your login information. You agree to immediately notify FlipGive of any unauthorized use of your password or account or any other breach of security. FlipGive, the Merchants and other Users and partners will not be liable for any loss or damage arising from your failure to comply. It is your responsibility to maintain the confidentiality and security of, and for all uses of, your account and for any and all transactions made through your account, even if such activities were not committed or authorized by you.

Your username/I.D.the property of FlipGive or its affiliates and is not your personal information.

You are responsible for all Submissions posted and activity that occurs under your account.

REFERRING FRIENDS TO FLIPGIVE

FlipGive enables you to refer friends to FlipGive. Your Team may be eligible to receive monetary benefits for referring friends (subject to certain terms and conditions for referring a friend and details to be made available on our Site(s)). If you wish to refer friends to FlipGive, we will provide you a unique referral link, which you can share directly with others via email, social media websites, or other communications methods. If someone clicks your link and takes a qualifying action, we may attribute that referral to you for purposes such as awarding reward credit. The FlipGive referral program is available only for Teams. In order to refer another Team to FlipGive you must do it through a Team page, not your Personal Account.

WEBSITES OF OTHERS

The FlipGive Platform contains links to websites maintained by other parties. These links are provided solely as a convenience and not because we endorse or have an opinion about the contents of such websites. FlipGive expressly disclaims any representations regarding the content or accuracy of materials on such websites or the privacy practices of those websites. If you decide to access websites by other parties, you do so at your own risk and in accordance with their respective terms of use and privacy policies.

DISCLAIMER

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE FLIPGIVE PLATFORM, THE SERVICE, THE CONTENT, AND SUBMISSIONS ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS AND FLIPGIVE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, FLIPGIVE DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO

(A) ANY ERRORS IN OR OMISSIONS FROM THE FLIPGIVE PLATFORM, THE SERVICE, THE CONTENT, AND THE SUBMISSIONS INCLUDING, BUT NOT LIMITED TO, TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS,

(B) THIRD PARTY COMMUNICATIONS,

(C) ANY THIRD PARTY WEBSITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS ON THE FLIPGIVE PLATFORM, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS THEREFROM,

(D) THE UNAVAILABILITY OF THE FLIPGIVE PLATFORM, THE SERVICE, THE CONTENT, THE SUBMISSIONS, OR ANY PORTION THEREOF,

(E) YOUR USE OF THE FLIPGIVE PLATFORM, THE SERVICE, THE CONTENT, OR THE SUBMISSIONS, OR

(F) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE FLIPGIVE PLATFORM, THE SERVICE, THE CONTENT, OR THE SUBMISSIONS.

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, FLIPGIVE DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR GUARANTEES WITH RESPECT TO ANY OF THE MERCHANDISE, PRODUCTS, OR SERVICES FEATURED, MENTIONED, DESCRIBED, AUCTIONED, DISTRIBUTED, GIVEN AWAY, RENTED, SOLD, OR OTHERWISE AVAILABLE ON OR THROUGH THE FLIPGIVE PLATFORM OR SERVICE. ALL TRANSACTIONS FOR MERCHANDISE, PRODUCTS, OR SERVICES SHALL SOLELY BE BETWEEN THE USER AND THE THIRD-PARTY SELLER, DISTRIBUTOR, OR MANUFACTURER.

IF YOU PURCHASE, ORDER, OBTAIN OR RESEARCH MERCHANDISE, PRODUCTS OR SERVICES ON OR THROUGH THE FLIPGIVE PLATFORM OR SERVICE, NOTE THAT FLIPGIVE HAS NO CONTROL OVER, AND ASSUMES NO RESPONSIBILITY FOR, THE QUALITY, QUANTITY, SIZE, CHARACTER, FITNESS FOR A PARTICULAR PURPOSE, SPECIFICATIONS, FEATURES, FUNCTIONALITY, SAFETY, OR LEGALITY OF SUCH MERCHANDISE, PRODUCTS OR SERVICES, THE TRUTH OR ACCURACY OF THE LISTINGS, OR THE ABILITY OF THE SELLERS TO SELL, SHIP, OR OTHERWISE PROVIDE SUCH MERCHANDISE, PRODUCTS OR SERVICES.

LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, FLIPGIVE AND ITS SUPPLIERS (INCLUDING PAYMENT CARD NETWORKS AND PAYMENT PROCESSORS) SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE FLIPGIVE PLATFORM, THE SERVICE, THE CONTENT, THE SUBMISSIONS, ANY FACTS OR OPINIONS APPEARING ON OR THROUGH THE FLIPGIVE PLATFORM, OR ANY THIRD-PARTY COMMUNICATIONS. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, FLIPGIVE AND ITS SUPPLIERS (INCLUDING PAYMENT CARD NETWORKS AND PAYMENT PROCESSORS) SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE FLIPGIVE PLATFORM, THE SERVICE, THE CONTENT, THE SUBMISSIONS, OR ANY THIRD-PARTY COMMUNICATIONS. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED OR FAILS OF ITS ESSENTIAL PURPOSE, FLIPGIVE’S AND ITS SUPPLIERS’ (INCLUDING PAYMENT CARD NETWORKS AND PAYMENT PROCESSORS) SOLE OBLIGATION TO YOU FOR DAMAGES SHALL BE LIMITED TO $100.00 IN THE AGGREGATE.FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, YOU AGREE THAT FLIPGIVE AND ITS SUPPLIERS (INCLUDING PAYMENT CARD NETWORKS AND PAYMENT PROCESSORS) ARE NOT RESPONSIBLE, AND SHALL HAVE NO LIABILITY TO YOU, WITH RESPECT TO MERCHANDISE, PRODUCTS, OR SERVICES AVAILABLE ON OR THROUGH THE FLIPGIVE PLATFORM OR SERVICE.

YOU AND FLIPGIVE AGREE THAT, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE ARISING HEREUNDER WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT YOU WILL NOT SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU ACT OR PROPOSE TO ACT IN A REPRESENTATIVE CAPACITY. YOU FURTHER AGREE THAT, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF FLIPGIVE AND ALL PARTIES TO ANY SUCH PROCEEDING.

INDEMNIFICATION/RELEASE

You agree to defend, indemnify and hold harmless FlipGive, its parents, subsidiaries, affiliates and their respective present and future directors, officers, licensors, suppliers and vendors(including Payment Card Networks and payment processors), third-party information providers, employees, agents, successors and assigns from and against all claims, losses, expenses, damages, and costs, including legal fees, arising out of or related to any violation of these Terms of Use by you, any Submissions uploaded or submitted by you and/or any false, infringing or misleading information that you submit to the FlipGive Platform, any products or services purchased by you in connection with the Services.
You are solely responsible for your interactions with other Users of the Services. Unless prohibited by applicable law, you assume all liability for any claims, suits or grievances filed against you, including, but not limited to, all damages related to your participation in any of the FlipGive Platform. To the extent permitted under applicable laws, you hereby release FlipGive from any and all claims or liability related to any product or service of a Merchant, any action or inaction by Merchant, including Merchant’s failure to comply with applicable law and/or failure to abide by the terms of a Voucher, and any conduct or speech, whether online or offline, of any other User.

THIRD PARTY RIGHTS

The provisions of the Disclaimer, Limitation of Liability, and Indemnification sections above are for the benefit of FlipGive and its parents, subsidiaries, and affiliates and their respective present and future officers, directors, employees, agents, licensors, suppliers, and third-party information providers to the FlipGive Platform. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

SPECIAL ADMONITIONS FOR INTERNATIONAL USE

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from Canada or the country in which you reside. Residents of the EU are not permitted to use this platform or service.

TEAM AND PERSONAL ACCOUNT INACTIVITY

In order for a Team to remain active on the Service, the Team must raise more than $0.01 through shopping or donations or withdraw funds at least once within a twelve (12)-month period. If a Team does not raise more than $0.01 or withdraw funds during any twelve (12)-month period, the Team will be declared inactive (in each instance, an “Inactive Team”). In order for your Personal Account to remain active on the Service, you must earn more than $0.01 through shopping or donations or transfer funds of any amount to a Team at least once within a twelve (12)-month period. If you do not earn more than $0.01 in your Personal Account or transfer funds from your Personal Account to a Team during any twelve (12)-month period, your Personal Account will be declared inactive (in each instance, an “Inactive Personal Account”).

Except where prohibited by applicable law, FlipGive reserves the right to debit from the balance of an Inactive Team or Inactive Personal Account, as the case may be, an account maintenance fee of Five Dollars ($5.00 in the currency of your Team’s location) per month (or if the account has a balance of less than $5.00, then such amount up to $5.00) (“Maintenance Fee”) to cover the cost of maintaining the Inactive Team or Inactive Personal Account in FlipGive’s normal course of business unless and until the Inactive Team or Inactive Personal Account is reactivated by any of its Team Members raising more than $0.01 or withdrawing funds or until the account balance is zero. Maintenance Fees are debited from Inactive Team and Inactive Personal Accounts on the first business day of each subsequent month. Maintenance Fees are nonrefundable, but the deduction of Maintenance Fees from an account will not cause the Inactive Team or Inactive Personal Account’s account balance to become negative and will not cause any Team or Team Members to owe any money to FlipGive.

If an Inactive Team or Inactive Personal Account remains inactive for more than twelve (12) consecutive months and the balance in your inactive account is or becomes zero, FlipGive reserves the right to permanently close the Inactive Team or Inactive Personal Account, as the case may be, and cease to maintain the Inactive Team or Inactive Personal Account’s records.

GENERAL PRACTICES REGARDING USE, STORAGE AND ACCOUNT TERMINATION

You acknowledge that FlipGive may establish general practices and limits concerning use of the Service. You agree that FlipGive has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Service. You acknowledge that FlipGive reserves the right to remove any User account and/or Team and discard any Submissions with or without notice and for any reason, including, without limitation:

1. If FlipGive believes that you have violated or acted inconsistently with these Terms of Use or otherwise with the Purpose;

2. Requests by law enforcement or other government agencies;

3. A request by you (i.e., self-initiated account deletions);

4. Discontinuance or material modification to the Service (or any part thereof);

5. Unexpected technical or security issues or problems;

6. in compliance with legal process;

7.If you have or we believe you have engaged in illegal activities, including without limitation, fraud in connection with the Services; or

8. After a twelve (12) month long continual period of inactivity.

In order for a Team to remain active, that Team must raise more than $0.01 or withdraw funds within a 12-month period. If your Team does not raise more than $0.01 or withdraw funds during a 12-month period, it will be declared inactive. Once declared inactive, FlipGive reserves the right to terminate and delete your account which means that you will no longer be eligible to earn cash back or request your Earned Revenue. If your Team has been terminated, FlipGive reserves the right to allocate Earned Revenue to other campaigns, contests or grants at FlipGive’s discretion.

FlipGive reserves the right to terminate User accounts, Campaigns, and Teams without liability.

CANCELLATION

If you want to close your account, please notify us in writing by sending an email to our Customer Support Center at [email protected] While we are ready to assist you in managing your subscriptions, closing your account, and removing your active profile, we cannot always delete records of past interactions and transactions. For example, we are required to retain records relating to previous purchases on the Sites for financial reporting and compliance reasons.

We will retain your information for as long as your account is active or as needed to provide you services and to maintain a record of your transactions for financial reporting purposes. If you wish to cancel your account or request that we no longer use your information to provide you services, contact our Customer Support Center at [email protected] We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.

NO RIGHT OF SURVIVORSHIP AND NON-TRANSFERABILITY

You agree that your FlipGive account is non-transferable and any rights to your username/I.D. or Submissions within your account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all Submissions may be permanently deleted.

REMEDIES FOR VIOLATIONS

FlipGive reserves the right to seek all remedies available at law and in equity for violations of these Terms of Use, including but not limited to the right to block access from a particular Internet address to the FlipGive Platform and any other FlipGive websites and their features.

GOVERNING LAW

Unless otherwise required by applicable mandatory local law, these Terms of Use are governed as follows: (i) for Users domiciled in any country other than the United States, these Terms of Use are governed by and construed in accordance with the internal law of the Province of Ontario, Canada without reference to its principles of conflicts of laws, and any action arising out of or relating to these Terms of Use shall be filed only in the courts located in Toronto, Ontario; and (ii) for Users domiciled in the United States, these Terms of Use are governed by and construed in accordance with the internal law of the State of New York without reference to its principles of conflicts of laws, and any action arising out of or relating to these Terms of Use shall be filed only in the state or federal courts located in New York County, New York. You hereby consent and submit to the exclusive personal jurisdiction of the applicable courts set forth above for the purpose of litigating any such action.

WAIVER AND SEVERABILITY OF TERMS

The failure of FlipGive to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision is found by a court of competent jurisdiction to be invalid, the other provisions shall remain in full force and effect. A waiver of any provision of this Agreement shall only be valid if provided in writing and shall only be applicable to the specific incident and occurrence so waived.